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CITY OF SANTA ANA
INDEX TO LEGAL DOCUMENTS
NON BANK-QUALIFIED ESCROW
Master Lease Agreement No. 06544, Dated March 19, 2008;
Exhibit A -Equipment Schedule No. O1;
Acceptance Certificate;
Payment Schedule;
Exhibit B-1 -Tax Agreement and Arbitrage Certificate;
Exhibit C -Resolution of Governing Body;
Exhibit D -Incumbency Certificate;
Exhibit E -Opinion of Counsel;
Exhibit F -Escrow Agreement, with its Exhibit A;
Exhibit G-1 Confirmation of Outside Insurance;
Exhibit G-2 Questionnaire for Self-Insurance to Lease and Addendum;
UCC Financing Statements with attached Schedule A;
Form 8038-G.
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SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
MASTER LEASE AGREEMENT
LEASE NUMBER 06544
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of Mazch 19, 2008 is made and entered into by and between
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor (the "Lessor"), and CITY OF SANTA
ANA, a political subdivision of the State of California, as lessee ("Lessee").
In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND EXFIIBITS
Section 1.1. Definitions. The following temu have the meanings specified below.
"Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the
delivery, installation and acceptance of Equipment.
"Agreement" means this Master Lease Agreement and all Equipment Schedules hereto
"Agreement Date" means the date first written above.
"Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
thereunder.
"Equipment" means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequenfially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group.
"Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Bank pursuant to the
Escrow Agreement.
"Escrow Bank" means the financial institution or local agency investment fund which is holding the proceeds of the Lease as described in
the Escrow Agreement.
"Escrow Agreement" means the Escrow Ageement, substantially in the Form of Exhibit F hereto, to be executed by Lessor and Lessee
upon the first funding of an Equipment Schedule using the procedure described in Section 2.4.
"Events of Default" means those events described in Section 12.1.
"Fiscal Year" means each 12-month fiscal period of Lessee.
"Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment
Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is
utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account.
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall
constitute a sepazate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule.
"Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section
3.1.
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"Net Proceeds" means any insurance proceeds or condemnation awazds paid with respect to any Equipment remaining after payment
therefrom of all expenses incurred in the collection thereof.
"Non-Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee
obtains its operating and/or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of all
of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental
Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Yeazs.
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
"Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
"Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount
for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such
Payment Date.
"Rental Payment" means each payment due from Lessee to Lessor on a Payment Dale.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
"State" means the state or commonwealth in which Lessee is situated.
"Vendoi' means each of the xnanufacNrers or vendors from which Lessee has ordered or with which Lessee has contracted For the
manufacture, delivery and/or installation of the Equipment.
Section 1.2. Exhibits.
Exhibit A Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Exhibit B-1: Form of Tax Agreement and Arbitrage Certificate (Escrow).
Exhibit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow).
Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Exhibit E: Form of Opinion of Independent Counsel to Lessee.
Exhibit F: Form of Escrow Agreement.
Exhibit G-1: Form of Confirmation of Outside Insurance.
Exhibit G-2: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance.
ARTICLE II. LEASE OF EQUIPMENT
Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date
and the desired lease terms for such equipment, and such other infomtation as the Lessor may require. If Lessor, in its sole discretion,
detemrines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule
relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease
any equipment to Lessee.
Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a
disbursement by the Escrow Bank) unril five (5) business days after Lessor has received all of the following in form and substance
satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with
Exhibit A hereto; (c) a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the
Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Ageement and Arbittage Certificate in the form of Exhibit
B-1 (as applicable) attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this
Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee,
evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements
naming Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any
Equipment which is part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed Form 8038-G or
8038-GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in
the form of Exhibit E hereto, and (j) any other documents or items reasonably required by Lessor.
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Section 23. Lease• Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terra and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Temr, except as expressly set forth in this Ageement.
Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account:
(a) Lessor and Lessee shall execute an Escrow Ageement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an
Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group
into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which
shall be repaid by the Rental Payments due under the related Lease.
ARTICLE III. TERM
Section 3.1. Term. This Ageement shall be in effect from the Ageement Date unffi the earliest of (a) termination under Section 3.2 or
(b) termination under Section 12.2; ron vided, however, no Equipment Schedules shall be executed after any Non-Appropriation or Event of
Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending
as provided in Section 3.5.
Section 3.2. Termination by Lessee. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate,
in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Yeaz for which funds were appropriated, in the n>armer
and subject to the temvs specified in this Article. Lessee may effect such termination by giving Lessor a written notice of termination and
by paying to Lessor any Rental Payments and other amounts which aze due and have not been paid at or before the end of its then curent
Fiscal Yeaz. Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the Fiscal Yeaz for
which appropriations were made, and shall notify Lessor of any anticipated tem~ination. In the event of temilnation of this Ageement as
provided in this Section, Lessee shall comply with the instnrctions received from Lessor in accordance with Section 12.3.
Section 33. EffeM of Termination. Upon termination of this Ageement as provided in Section 3.2, Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for
the payment of damages in an amount equal to the amount of the Rental Payments treat would thereafter have come due if this Ageement
had not been temilnated and which aze attnbutable to the number of days after which Lessee fails to comply with Lessor's instructions and
for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required.
Section 3.4. Non-substitution. If this Ageement is terminated by Lessee in accordance with Section 3.2, to the extent permitted by State
law, Lessee agees not to purchase, lease, rent, borow, seek appropriations for, acquire or otherwise receive the benefits of any personal
property to perfomr the same functions as, or functions taking the place of, those performed by any of. the Equipment, and agees not to
pemut such functions to be performed by its own employees or by any agency. or entity affiliated with or hired by Lessee, for a period of
one yeaz following such termination; rovid however, these restrictions shall not be applicable in the event the Equipment shall be sold
by Lessor and the amount received from such sale, less all costs of such sale, is sufficient to pay the then applicable Prepayment Prices
relating thereto as set forth in the Equipment Schedules; or to the extent the application of these restrictions is unlawful and would affect the
validity of this Ageement.
Section 3.5. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurence of the fast of the
following events: (a) the temilnation of this Ageement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment Price
by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's elecfion to temmnate such Lease pursuant to Article XII; or
(d) the payment by Lessee of ail Rental Payments and all other amounts authorized or required m be paid by Lessee pursuant to such Lease.
ARTICLE>V. RENTAL PAYMENTS
Section 4.1. Rental Payments. The Lessee agees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A
portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will
include Interest accring from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment
Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI,
at such places as Lessor or such assignee(s) may from lime to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefor.
Section 4.2. Current Expense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Yeaz of a
Lease Terri, shall constitute a curent expense of Lessee for such Fiscal Yeaz and shall not constitute an indebtedness of Lessee within the
meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other
than moneys lawfully appropriated from time to time by or for the benefit of Lessee for [his Ageement and the Net Proceeds of the
Equipment) to the payment of any Rental Payment or other amount coming due hereunder.
Sectiom 43. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional.
Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shalt
not withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim
against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through
accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of
possession of the Equipment or obsolescence of the Equipment The Lessee shall be obligated to continue to make payments required of it
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by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent
domain.
ARTICLE V. OPTION TO PREPAY
Section 5.1. Oation to Preaay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule,
provided there has been no Non-Appropriation or Event of Default.
Section 5.2. Eaercise of Oation. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior
to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all
Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment
Date on wMch the option shall be effective and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that
all such amounts aze not received by Lessor on such Payment Date, such notice by Lessee of exercise its options to prepay of shall be void
and the related Lease shall continue in full force and effect.
Section 53. Release of Lessor's Interest. Upon receipt of the Prepayment 1?rice in good funds with respect to any Equipment Group, the
Lease with respect to such Equipment Group shall temrinate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABII,ITY OR FI'T'NESS
FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 61 Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing
under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement,
each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each
Lease.
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
governing body and such action is incompliance with all public bidding and other State and federal laws applicable to this Agreement, each
Lease and the acquisition and financing of the Equipment by Lessee.
(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with their respective terms.
(d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law
or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable
to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under; any note, bond,
mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound.
(e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or inequity, before or by any court, regulatory agency,
public boazd or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
to enter into this Agreement or any Lease or any other action wherein an unfavorable Wiling or finding would adversely affect the
enforceability of this Agreement or any Lease.
(f) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a
party at any time during the past ten (10) yeazs has been temrinated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Yeaz. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee
has issued during the past ten (10) years.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
payable during such current Fiscal Year.
(h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or
expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease
Term and to pay all Rental Payments relating thereto.
Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain
unpaid:
(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a manner contrary to that contemplated by this Ageement. Lessee shall obtain and maintain all pemrits and licenses
necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
value or use of such Equipment.
(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to
perform its obligations hereunder.
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(c) Lessee shall not, duectly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, chazge, encumbrance or
other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly,
at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
Lessee shall reimburse Lessor for any expense incutted by Lessor in order to discharge or remove any such claim
(d) The person or entity in chazge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Yeaz, and will use all reasonable and lawful means available to secure the appropriation of
money for such Fiscal Yeaz sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental
Payments is a governmental function which Lessee cannot contractually commit itself in advance to perfomt Lessee acknowledges that
this Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make
all Rental Payments can and will lawfully be appropriated and made available to pemilt Lessee's continued utilization of the Equipment in
the perfomrance of its essential functions during the applicable Lease Terms.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or
any fund other than Lessee's general purpose fund.
(f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the
ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may
be reasonably requested by Lessor.
(g) Lessee shall promptly and duly execute and dehver to Lessor such further documents, instruments and assurances and take such
further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
Section 6 3 Tax Related Representations Warranties and Covenants.
(a) Incorporation of Tax Agreement and Arbitrage Cerfifrcate. As of each Lease Date and with respect to each Lease, Lessee makes
each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement.
(b) Event of Taxability. If Lessor either (i) receives notice, in any fomt, from the Internal Revenue Service or (ii) reasonably
determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any
Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which,
with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all
federal, state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after-tax yield (assuming
tax at the highest mazginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield
rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each
succeeding Payment Date such amount as will maintain such after-tax yield to Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each
Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to
the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than $1,000,000 per
occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazazds as Lessor may require,
including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the
Equipment or the applicable Prepayment Price of each Equipment Group.
Section 7 2. Workers' Compensation Insurance. If required by State law, Lessee shall carry workers' compensation insurance covering
all employees on, in, neaz or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage
throughout the Lease Term.
Section 7.3. Insurance Requirements.
(a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies
acceptable to Lessor and shall contahr a provision that thirty (30) days prior to any change in the coverage the insurer must provide written
notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its
assigns as an additional insured party and loss payee regazdless of any breach of warranty or other act or omission of Lessee and shall
include a lender's loss payable endorsement for the benefit of Lessor and/or its assigns. Prior to the delivery of Equipment, Lessee shall
deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior w the expiration thereof, shall provide Lessor evidence of
all renewals or replacements thereof.
(b) Self Insurance. With Lessor's prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set
aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self-
Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto, as applicable.
Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
and liabflities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or
death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees
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to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable
attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to,
(a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease,
possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise
disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its
covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the
Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or
judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement.
Section 7 5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any loss, theft,
damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regulaz business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with
equipment having substantially similaz Specifications and of equal or greater value to the Damaged Equipment immediately prior to the
time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall
be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable
Prepayment Price of the Damaged Equipment detemmined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of
which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence,
(a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the
Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may,
at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net
Proceeds of insurance with respect to the Damaged Equipment shall be made avaIlable by Lessor to be applied to dischazge Lessee'
obligation under this Section.
ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
Section 8.1. Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain
the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such
replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
Equipment and as such, shall be subject to the temms of this Agreement.
Section 8.2. Taxes. Lessee shall pay all taxes and other charges which aze assessed or levied against the Equipment, the Rental Payments
or any part thereof, or which become due during the Lease Temm, whether assessed against Lessee or Lessor, except as expressly limited by
this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all special assessments and chazges lawfully made by any governmental body that may be secured by a lien on the
Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit,
capital stock, gross receipts, corporate, or other similaz tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
Section 83. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such
failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate
of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment.
ARTICLE IX. TITLE
Section 9.1. Title. During the Lease Temm, ownership and legal title of all Equipment and all replacements, substitutions, repairs and
modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment. and has no control over the
Lessee or the Lessee's operation, use, storage or maintenance of the Equipment.
Section 9.2. Security Interest. Lessee hereby grants to Lessor a continuing, fast priority security interest in and to the Equipment, all
repairs, replacements, substitutions and modifications thereto and all proceeds thereof and in the Escrow Account (if any) in order to secure
Lessee's payment of all Rental Payments and the performance of all other obligations. Lessee hereby authorizes Lessor to prepare and file
such financing statements and other such documents to establish and maintain Lessor's valid first lien and perfected security interest.
Lessee will join with Lessor in executing such documents and will perform such acts as Lessor may request to establish and maintain
Lessor's valid fast lien and perfected security interest. If requested by Lessor, Lessee shall obtain a landlord and/or mortgagee's consent
and waiver with respect to the Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment, and maintain such
mazkings during the Lease Terry to cleazly disclose Lessor's security interest in the Equipment. Upon termination of a Lease through
exercise of Lessee's option to prepay pursuant to Article V or through payment by Lessee of al] Rental Payments and other amounts due
with respect to an Equipment Group, Lessor's security interest in such Equipment Group shall terminate, and Lessor shall execute and
deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such
Equipment Group.
3l I eR008:NBQESCDOGtev 01/0>slc
Section 93 Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the
Equipment.
Section 9.4. Personal Property. The Equipment is and shall at all tunes be and remain personal property and not fixtures.
ARTICLE X. WARRANTIES
Section 10.1. Selection of Eguiument. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales
representative to manufacture, deliver or install any Equipment for use by Lessee.
Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Temr, all of its interest, if any, in
all Vendor's warranties, guazantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
and Lessee may obtain the customary services famished in connection with such warranties and guarantees at Lessee's expense. Lessor
has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT TT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF
THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT-ABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVEN"I' SHALL LESSOR BE LL4BLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITT3 OR ARISING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
Section 11.1. Assit>rrment by Lessor. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest
in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such
assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented
with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
shall keep a complete and accurate record of all such assignments.
Secfion 112 Assi¢nment and Subleasin¢ by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned,
subleased, sold, transferred, pledged or mortgaged by Lessee.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this
Agreement and each Lease:
(a) Lessee's failure to pay, within ten (10) days following the due date thereof, any Rental Payment or other amount required to be
paid to Lessor (other than by reason ofNon-Appropriation).
(b) Lessee's faIlure to maintain insurance as required by Article VII.
(c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant
for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless
Lessor shall agree in writing to an extension of time prior to its expiration.
(d) Lessor's detemvnation that any representation or warranty made by Lessee in this Ageement was untme in any material respect
upon execution of this Agreement or any Equipment Schedule.
(e) The occurrence of an Event of Taxability.
(f) The filing of a petition in banlauptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or
attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for
the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent
jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee.
Section 12.2. Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without
any further demand or notice to one or more or all of the following remedies:
(a) Lessor, with or without terminating this Agreement or any Lease, may declare all Rental Payments immediately due and payable
by Lessee, whereupon such Rental Payments shall be immediately due and payable.
(b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee
written notice to deliver such Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days
after receipt of such notice, Lessor may enter upon Lessee's premises where such Equipment is kept and take possession of such
Equipment and charge Lessee for costs incurred, including reasonable attorneys' fees. Lessee hereby expressly waives any damages
occasioned by such repossession. If the Equipment or any portion has been destroyed, Lessee shall pay the applicable Prepayment Price of
all&2006.NBQ-ESCOOClrev.0llOSSilc
the destroyed Equipment as set forth in the related Payment Schedule. Regazdless of the fact that Lessor has taken possession of the
Equipment, Lessee shall continue to be responsible for the Rental Payments due during the Fiscal Yeaz.
(c) If Lessor terminates this Agreement andlor any Lease and, in its discretion, takes possession and disposes of any or al] of the
Equipment, Lessor shall apply [he proceeds of any such disposition to pay the following items in the following order. (i) all costs
(including but not limited to, attorneys' fees) intoned in securing possession of the Equipment; (ii) all expenses incurred in completing the
disposition; (iii) any sales or transfer taxes; (iv) the applicable Prepayment Prices of the Equipment Groups; and (v) the balance of any
Rental Payments owed by Lessee during the Fiscal Yeaz then in effect. Any disposition proceeds remaining after the requirements of
Clauses (i), (ii), (iii), (iv) and (v) have been met shall be paid to Lessee.
(d) Lessor may take any other remedy available, at law or in equity, with respect to such Event of Default, including those requiring
Lessee to perform any of its obligations or to pay any moneys due and payable to Lessor and Lessee shall pay the reasonable attorneys' fees
and expenses incurred by Lessor in enforcing any remedy hereunder.
(e) Each of the foregoing remedies is cumulative and maybe enforced separately or concurrently.
Section 12.3 Return of Eguipment• Release of Lessee's Interest. Upon temunation of any Lease prior to the payment of all related
Rental Payments or the applicable Prepayment Price (whether as result ofNon-Appropriation or Event of Default), Lessee shall, within ten
(10) days after such ternination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the
condition required by Article VIII; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled,
disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor; and (c)
return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. If Lessee refuses to return such
Equipment in the manner designated, Lessor may repossess the Equiprent without demand or notice and without court order or legal
process and charge Lessee the costs of such repossession. Upon temtination of this Agreement in accordance with Article III or Article XII
hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the
Equipment shall pass to Lessor. Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such docmnents as
Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment.
Section 12.4 Late Charge. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder
which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is
only applicable to the extent it does not affect the validity of this Agreemenk.
ARTICLE XIII. MISCELLANEOUS PROVISIONS
Secfion 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its
address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time
to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States maIl in registered or certified
form, with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1.
Section 13.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court
of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the patties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandmgs, agreements, solicitation documents and
representations, express or implied. This Agreement maybe amended or modified only by written documents duly authorized, executed
and delivered by Lessor and Lessee.
Section 13.5. Captions. The captions or headings in this Ageement aze for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 13.6. FYrrther Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorect description of the Equipment hereby leased or intended so to be, or
for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or
supplements thereto as may be reasonably required for corecting any inadequate description of the Equipment hereby leased or intended so
to be, or for otherwise carrying out the expressed intention of this Agreement
Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
amount pemutted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal
remains, refunded to Lessee. In dete*rr+;ning whether the Interest paid or payable exceeds the highest lawful rate, the total amount of
Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term.
Secfion 13.9. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in
no way be constmed to be a waiver of such provision.
Secfion 13.10. Waiver of 7urv Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
to, in connection with or arising out of this Agreement.
3/182008 NBQ-ESC.DOCIrr.01105 stlc
Section 13 11 USA Patriot Act Compliance Notification. Along with all other U.S. Financial institutions, we began complying
with Section 326 of the USA Patriot Act effective October 1, 2003. Designed to assist the government in preventing the funding of
terrorist and money laundering activities, this section of the USA Patriot Act requires us to know the business entities that are new to
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. To accomplish this we will obtain, verify and record information that
identifies business entities that open new accounts with us. What this means to you: when you open your account with us for your
business, we will ask you for business name, physical address, taxpayer identification number and other information that will allow us
to verify your company's identity. The information requested may include documents, such as your charter or Articles of
Incorporation which will verify the identifying information you are giving us.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
io
3118/2008:NBQ-ESC.DOChcv OI IOS.rtIc
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 06544
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly
authorized officer, and Lessee has cause this Agreement to be executed in its name by its duly authorized
officer.
CITY OF SANTA ANA
Lessee
By: ti mow----
Name: David N. Ream
Title: City Manager
Date: ; • _~ ~ C'~'
Address: Executive Director of Finance and
Management Services
City of Santa Ana
20 Civic Center Plaza (M-17)
Santa Ana, CA 92702
Telephone: 714/ 647-5420
Facsimile: 714-64 7-5414
E-mail address: f~t-tierrezr
A
Patricia E. Healy, Clerk of the
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
By:
La a Sheedy, Assistant Ci Attorney
APPROVED AS TO CONTENT:
Francisco Gutierrez
Executive Director -Finance and
Management Services Agency
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.
Lessor
r....__. ~~ <_:.::~
By: `____-~-~
Name: Donald S. Keough
Title: Vice President
Date:
Address: 300 East Joppa Road, 7's Floor
Towson, MD 21289
Telephone: 410/307-6648
Facsimile: 410/307-6702
This is counterpart No.,~ of3 serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possesother orC naltoarPe unterpartlor copy
without the need to transfer possession of any g
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
EXHIBIT A
EQUIPMENT SCHEDULE NO. 01
TO LEASE NO. 06544
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as March
19, 2008 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and
Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non-
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment
Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the
meanings assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $5,069,000.00 (the "Acquisition Cost"). The
Equipment Group consists of the following Equipment which has been or shall be purchased:
ENTERPRISE RESOURCES PLANNING SOLUTION (ERP) $5,068,400.00
(Including software, installation and training)
DOCUMENTATION FEE $600.00
The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any
portion thereof during the Lease Term, Lessee will provide written notice to Lessor:
20 CIVIC CENTER PLAZA
SANTA ANA, CA 92702
CITY OF SANTA ANA,
Lessee
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.,
Lessor
Name: Francisco Gutierrez
Title: Executive Director of Finance
Date: ,3 ~/ 9 ,~o b
Address: 20 Civic Center Plaza
Santa Ana, CA 92702
Telephone: 714/647-5422
Facsimile: 714/647-5414
_ . ~~.
f'. =~~ ,,. ~_;, ;~, i ~ ; ,_ .
~.~_~_
By: ~ ~-_ ~~ ~-
Name: Donald S. Keough '~
Title: Vice President
Date:
Address: 300 East Joppa Road, 7th Floor
Towson, MD 21286
Telephone: 410/307-6648
Facsimile: 410/307-6702
This is counterpart No..,~of3 serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
rz
3/18/2008:NBQ-ESC. DOC/rev.01 /O5. stlc
Lease No.: 06544
Equipment Schedule: 01
ACCEPTANCE CERTIFICATE
I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to
the above referenced Equipment Schedule and Lease, that:
1. The Equipment descnbed below has been delivered and installed in accordance with Lessee's specifications, is in good
working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below:
2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b)
Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment
thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered sepazately by Lessee); and (c)
financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title
application, if any, for any Equipment which is subject to certificate of title laws.
3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule
attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments required to be paid under the Lease during the current Fiscal Yeaz of Lessee. Such moneys will be applied in
payment of all such Rental Payments due and payable during such current Fiscal Yeaz. Lessee anticipates that sufficient funds shall be
available to make all Rental Payments due in subsequent Fiscal Yeazs.
4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment
by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the
event such invoice prices have been previously paid by Lessee.
5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in
the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or duecfion to the
Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations
under the Lease. [CHECK BOX IF APPLICABLE.]
CITY OF SANTA ANA,
Lessee
By:~l 1~ a~ , ~r ~ ~ ~'V
Name: Francisco Gutierrez
Title: Executi e D' ector of Finance
Date: -3~P~P
3nazoos:NeQ-ssc.noare. afros nm
Lease Number: 06544
Equipment Schedule: O1
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be March 19, 2008. Lessor shall retain any
interest accruing between the Funding Date and the closing date. The Annual Interest Rate applicable to the Equipment Group shall be
2.96%. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 5 years. The first
Rental Payment is due on September 19, 2008 and subsequent payments are due semi-annually on like date thereafter.
Payment Payment Payment Principal Interest Prepayment
Number Date Amount Component Component Price*
1 9/19/2008 549,070.63 474,049.42 75,021.21 4,732,799.10
2 3/19/2009 549,070.63 481,065.36 68,005.27 4,237,301.78
3 9/19/2009 549,070.63 488,185.12 60,885.51 3,734,471.10
4 3/19/2010 549,070.63 495,410.26 53,660.37 3,224,198.52
5 9/19/2010 549,070.63 502,742.34 46,328.29 2,706,373.93
6 3/19/2011 549,070.63 510,182.92 38,887.71 2,180,885.51
7 9/19/2011 549,070.63 517,733.63 31,337.00 1,647,619.87
8 3/19/2012 549,070.63 525,396.09 23,674.54 1,106,461.90
9 9/19/2012 549,070.63 533,171.95 15,898.68 557,294.79
10 3/19/2013 549,070.63 541,062.90 8,007.73 0.00
TOTAL 5,490,706.30 5,069,000.00 421,706.30
CITY OF SANTA ANA,
Lessee
By:~~~~ L~~ ~ . ~`
Name: Francisco Gutierrez
Title: Executive Director of Finance
Date: ~~ ~ ~o fC
* After payment of Rental Payment due on such date.
This is counterpart No. 3 of3 serially numbered, manually executed counterparts
of this docwnent. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest m this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
14
3/1 S/2008:NBQ-ESC.DOC/rev.01lOSsdc
EXHIBIT B-1
[Escrow]
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
Lease Number: 06544
Equipment Schedule: Ol
'This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by CITY OF SANTA ANA ("Lessee")
in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ("Lessor") in connection with that certain Master Lease
Agreement dated as of March 19, 2008 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not
defined herein shall have the meanings assigned to them in the Agreement.
Section 1. In General.
1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
financing of certain equipment (the "Equipmenf~ to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents
executed pursuant thereto and contemporaneous]y herewith, the "Financing Documents"). As described in the Financing Documents,
Lessor shall apply $5,069,000.00 (the "Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental
Payments under the terms and conditions as set forth in the Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and
executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect m the Financing
Documents, a copy of which has been delivered to Lessor.
1.3. The Financing Documents aze being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and
installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by
LOCAL AGENCY INVESTMENT FUND, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms
of that certain Escrow Agreement dated as of March 19, 2008, (the "Escrow Agreement"), by and between Lessee and Lessor.
1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment
under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance with
Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code").
Section 2. Nan-Arbitraee Certifications.
2.1. The Rental Payments due under the Financing Docnntents will be made with monies retained in Lessee's general operating fund (or an
account or subaccount therein). No sinking, debt service, reserve or similaz fund or account will be created or maintained for the payment
of the Rental Payments due under the Financing Documents or pledged as security therefor.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a corrmron plan of financing
with the Financing Documents and (iii) paid out of substantally the same source of funds as, or deemed to have substantially the same
claim to be paid out of substantially the same source of funds as, the Financing Documents.
2.3. Other than the Principal Amount held under the Escrow Agreement, Lessee does not and will not have on hand any funds that are or
will be restricted, segregated, legally required or otherwise intended to be used, duectly or indirectly, as a substitute, replacement or
separate source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the
Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than
the final Payment Date under the Financing Documents.
Section 3 Disbursement of Funds; Reimbursement to Lessee.
3.1. It is contemplated that the entire Principal Amount deposrted in escrow will be used to pay the acquisition cost of Equipment to the
vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount tnay be paid to Lessee as reimbursement
for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following
conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion
of the cost of the Equipment, which expenditure was paid to the Vendor not eazlier than sixty (60) days before Lessee adopted the
Declaration of Official Intent;
~s
3118!2008 NHQ-ESC DOClrev 01105 sHc
(b) The reimbursement being requested writ be made by a written allocation before the later of eighteen (18) months after the
expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly
chazgeable to a capita] account under general federal income tax principles; and
(d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an
artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, azbitrage yield restrictions or azbitrage rebate
requirements.
Section 4 Use and Investment of Funds; Temnorarv Period.
4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to
pay an amount equal to at least five percent (5%) of the Principal Amount towazd the costs of the Equipment. An obligation is not binding
if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due
diligence to the date of final acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of
four (4) years or more.
4.3. (a) Lessee covenants and agees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the
Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual
detemilnations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably
expects to cause the Equipment to be acquired by September 3Q, 2009.
(b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in
accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-
month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the
following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the
Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount
and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing
Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the
Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of
Lessee.
Section 5. Escrow Account.
The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s)
of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents
being treated as an "azbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
respectively. Any monies which ate earned from the investment of these funds shall be labeled as interest earned. All such monies will be
disbursed on or promptly after the date that Lessee accepts the Equipment.
Section 6. No Private Use; No Consumer Loan.
6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not pemnt more than
10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent
(10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be
used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of
propety or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use
property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a
Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will
not exceed the portion of the Principal Amount used for the governmental use of the particulaz project to which such Excess Private Use
Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond fmanced-property
directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
16
N I82008:NeQ-ESC DOGrr.01/OS.ztlc
Section 7. No Federal Guarantee.
7. I . Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by
the United States or an agency or instrumentality thereof.
7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or
indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be
"federally guaranteed" within the meaning of Section 149(b) of the Code.
Section 8. Miscellaneous.
8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five (5) years after payment in full under the Financing Documents.
8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts,
estimates or circumstances that would materially change the expectations expressed herein.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of March 19,
2008.
CITY OF SANTA ANA,
Lessee
Name: Francisco Gutierrez
Title: Executiv Director of Finance
Date: 3~ y' ~p~
This is counterpart No. ~ of?jserially numbered, manually executed counterparts
of this docmnent. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. I only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
3/ 18/2008: NBQ-ESC. DOC/rev.01 /O5. st Ic
i~
-o., ,._......... ,.
- .t
f
EXIIIBIT al
[Escrow]
RESOLUTION OF GOVERNING BODY
Lease Number: 06544
Equipment Schedule: Ol
At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting
laws, on the _ day of , ~ the following resolution was introduced and adopted:
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT
SCHEDULE NO. Ol, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER
MATTERS IN CONNECTION THEREWITH.
WHEREAS, the governing body of CITY OF SANTA ANA ("Lessee") desires to obtain certain equipment (the "Equipment") described
in Equipment Schedule No. Ol to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST EQUIPMENT FINANCE &
LEASING CORP., the form of which has been available for review by the governing body of Lessee prior to this meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be deposited with LOCAL AGENCY INVESTMENT FUND (the "Escrow
Agent") pursuant to an Escrow Agreement between Lessee and Lessor (the "Escrow Agreement") and will be applied to the acquisition of
the Equipment in accordance with said Escrow Agreement; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the
acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow
Agreement with the Escrow Agent substantially in the forms presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS:
Section 1. It is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing
Documents") in the forms presented to this meeting and incotpomted in this resolution aze in the best interests of Lessee for the acquisition
of the Equipment.
Section 2. The Financing Documents and the acquisition and finaucing of the Equipment under the temrs and conditions as described in
the Financing Documents are hereby approved. The Executive Director of Finance of Lessee and any other officer of Lessee who shall
have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the
Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing
Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The Assistant
Duector of Finance & Management of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them
hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same.
Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers,
instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary
or proper fox carrying out this resolution and the Financing Documents.
>e
311612008 NBQ-BSC.DOCImv O1IOSnk
The undersigned further certifies that the above resolution has not been repealed or amended and remains in full Force and effect
and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the
governing body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed
the same.
Date: ,
3/182008 NEQ-ESC.DOCkn O VOSstlc
CITY OF SANTA ANA,
Lessee
Name: Francisco Gutierrez
Title: Executive Director of Finance
Attested By:
Name: Pamela Arends-King
Title: Assistant Director of Finance & Management
19
EXHIBIT D
Lease No.: 06544
Equipment Schedule: O1
I do hereby certify that I am the duly elected or appointed and acting Assistant Director of Finance & Mans ement of CITY OF
SANTA ANA, a political subdivision duly organized and existing under the laws of the State of California, that I have custody of the
records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity
holding the offices set forth opposite their respective names.
INCUMBENCY CERTIFICATE
I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of March 19, 2008
between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
NAME TITLE SIGNATURE
Francisco Gutierrez Executive Director of Finance
David N. Ream City Manager •~i~ -
IN WITNESS WHEREOF, I have duly executed this certificate as of this I %~ f~'day of _/~~Cir"~~`~ , =~: ~: ~.~'~r~
DF~ine: ,P_atricia E, 'Heal;
Title: ~CTerk of the Council
This is counterpart No.,~ of~ serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. I only,
without the need to transfer possession of any other original or countc'tpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits.
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
3/1 812 0 0 8:NBQ-ESGDOC/rev.01/OSstlc 2 0
EXFIIBIT E
[LETTERHEAD OF LESSEE'S COUNSEL]
March 19, 2008
SUNTRUST EQUII'MENT FINANCE & LEASING CORP.
300 East Joppa Road, 7'" Floor
Towson, Maryland 21286
Re: Master Lease Agreement dated as of Mazch 19, 2008 (the "Agreement") by and between SUNTRUST EQUIPMENT
FINANCE & LEASING CORP. ("Lessor") and CITY OF SANTA ANA ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement descnbed above and various related matters, and in this
capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. Ol executed pursuant thereto (together
with the Agreement, the "Lease"). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in
the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is out opinion that:
1. Lessee is a political subdivision of the State of California (the "State") within the meaning of Section 103(c) of the
Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations
thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding
obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof maybe limited by banlmtptcy, insolvency and
other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other
laws, roles and regulations of the State.
5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not
and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness
which maybe intoned by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, azbitrator or
governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter
into the Lease, the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys
to make Rental Payments under the Lease for the cunent Fiscal Yeaz of Lessee, or the ability of Lessee otherwise to perform its obligations
under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is
threatened.
7. The Equipment is personal property, and when used by Lessee will no[ be or become fixtures under the laws of the State.
8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on
,and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect.
This opinion maybe relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with
regazd to matters specifically set forth herein.
Very tndy yours,
(type name and title under signature)
zi
3/1 BR008:'.JBQ-ESC.DOClrw.01lO5stlc
EXIIIBIT F
Lease No.: 06544
Equipment Schedule: Ol
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ESCROW AGREEMENT
This ESCROW AGREEMENT, made and entered into as of Mazch 19, 2008 by and between SUNTRUST EQUIPMENT FINANCE
& LEASING CORP., a Virginia corporation ("Lessor"), and CITY OF SANTA ANA, a polifical subdivision of the State of California
("Lessee").
In consideration of the mutual covenants herein contained, the patties hereto agree as follows:
ARTICLE I. DEFINITIONS AND RECITALS
Section 1.1. Definitions. The terms defined in this Section shall, for all purposes of this Escrow Agreement, have the meanings specified
below. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master
Lease Agreement.
"Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or
delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the
administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and
financing of the Equipment, if approved by Lessor.
"Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all
modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund.
"Equipment Acquisition Fund" means the account by that name established and held at the Escrow Bank pursuant to Article II of this
Escrow Agreement.
"Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment thereto.
"Escrow Bank" means the financial institution or local agency investment fund selected by Lessee to hold the Equipment Acquisition Fund.
"LATE" means, Local Agency Investment Fund. LAIF is a division of the California State Treasurer's Office and shall be designated to
establish an interest bearing account that will hold the Acquisition Cost of the Equipment and will act as Escrow Bank.
"Lease" means the Master Lease together with the Equipment Schedule No. Ol by and between Lessee and Lessor, and any duly authorized
and executed amendment thereto, the temu of which aze incorporated herein by reference.
"Master Lease" means the Master Lease Agreement, dated as of Mazch 19, 2008 by and between Lessee and Lessor, including any
Equipment Schedules entered into thereunder and any duly authorized and executed amendment thereto.
"Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and
submitted to Lessor to authorize payment of Acquisition Costs.
"Qualified Investments" means (i) direct general obligations of the United States of America; (i) obligations guazanteed by the United
States; (iii) general obligations of the agencies and instrumentalities of the United States; or (iv) certificates of deposit, time deposits or
demand deposits with any bank or savings institution qualified as a depository of public funds in the State of California, provided that such
certificates of deposit, time deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings
and Loan Insurance Corporation, aze fully secured by obligations described in Clauses (i), (ii), or (iii). In no event shall "Qualified
Investments" include any investments other than those pemmtted by any state, county or municipal law applicable to investment of Lessee's
funds; ron vided, however, that neither Lessor nor the Escrow Batilc shall be responsible for determining the applicability of any such law
and each shall be entitled to rely solely on the detemination of Lessee with respect to such matters. For the Purposes of this Lease, the
Parties have agreed and LAIF has represented that California Local Agency Investment Fund is a Permitted Investment for the
purposes of this Agreement
ARTICLE II. EQUIPMENT ACQUISITION FUND
Section 2.1. Equipment Acquisition Fund. Lessee shall establish at the Escrow Bank a special escrow account designated as the
"Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Fund separate and apart from all other funds and
moneys held by it and shall administer such Fund as provided in this Escrow Agreement.
Section 2.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder,
Lessor shall deposit or cause to be deposited with the Escrow Bank the sum of $5,068,400.00
z~
31182008.FBQ-ESC DOdm 0]/OSsok
Section 23. Disbursements. Lessee shall use the moneys in the Equipment Acquisition Fund solely to pay the Acquisition Cost of each
item of Equipment subject to the Lease. Upon receipt by Lessor of a properly completed Payment Request Fomr, including all supporting
documentation as set forth in the Master Lease, Lessor will review and confimr in writing to the Lessee, via facsimile, that the Payment
Request Form is incompliance with the temrs and conditions set forth in the Master Lease. Upon receipt of said confirmation from Lessor,
Lessee shall disburse an amount equal to the Acquisition Cost as shown therein and pay same directly to the person or entity entitled to
payment as specified therein. Lessee shall, within twenty four (24) hours after any distribution of funds from the Equipment Acquisition
Fund provide Lessor with documentation satisfactory to Lessor of said disbursement.
NOTWITHSTANDING ANY PROVISION CONTAEVED IN THIS ESCROW AGREEMENT OR ANY OTHER AGREEMENT
BETWEEN THE PARTIES TO THE CONTRARY, LESSEE SHALL NOT DISBURSE ANY FUNDS FROM THE EQUIPMENT
ACQUSITION FUND WITHOUT PRIOR RECEIPT OF A CONFBtMED PAYMENT REQUEST FORM FROM THE LESSOR
AUTHORIZING SUCH DISBURSMENT.
Section 2.4. Transfers Unon Comaletion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been
previously disbursed pursuant to Section 2.3 or paid to Lessor pursuant to Secfion 2.5, on June 3Q 2010, Lessee shall pay all remaining
moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the
related Lease. Any amounts paid pursuant to this Section 2.4 shall be subject to a prepayment fee equal to two percent (2%) of such
amount. Lessor shall apply amounts received under this Section 2.4 first to unpaid fees, late chazges and collection costs, if any, which
have accmed or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of
Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each
Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of
the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that
Lessor elects to apply such amounts in accordance with clause (ii) of this Section 2.4, Lessor shall provide Lessee with a revised Payment
Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease.
Section 2.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been temilnated pursuant to Sections
3.2 or 12.2 thereof, Lessee shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all
other moneys held in the Equipment Acquisition Fund to Lessor.
Section 2.6. Resaonsible Partv. The Lessee shall be responsible for the initiation of the disbursement process pursuant to Secfion 2.3
hereof. Lessor shall not be responsible for any additional monies assessed to Lessee resulting from disbursements made from the
Equipment Acquisition Fund.
ARTICLE III. TRUST; INVESTMENT
SeMion 3.1. Irrevocable Trust. The moneys and investments held by Lessee under this Escrow Agreement aze irrevocably held in trust
for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in
this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee
(other than Lessor's security interest granted hereunder).
Section 3.2. Investment. Moneys held in Equipment Acquisition Fund hereunder shall be invested and reinvested by Lessee only in
Qualified Investments. Such investments shall be registered in the name of Lessee and held by the Escrow Bank for the benefit of Lessor
and Lessee. Lessee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article. Such
investments and re-investments shall be made giving full consideration for the time at which funds aze required to be available. Any
income received on such investments shall be credited to the Equipment Acquisition Fund. Lessor shall not be responsible or liable for any
loss suffered in connection with any investment of moneys made by it in accordance with this Article.
Section 3.4. Accounting. Lessee shall keep complete and accurate records of all moneys received and disbursed under this Escrow
Agreement which shall be available for inspection by Lessor, or its agent, at any time during regulaz business hours upon prior written
request. Lessee shall furnish to Lessor no less than quarterly an accounting of all invesmrents and interest and income therefrom.
Secfion 3.5. Termination. This Escrow Agreement shall temrurate upon disbursement by Lessee of al] moneys held by it hereunder.
ARTICLE IV. ADMINISTRATIVE PROVISIONS.
Section 4.1. Notice. All written notices to be given under this Escrow Agreement shall be given pursuant to the Master Lease
Section 4.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this
Escrow Agreement shall not be assignable to any person or entity without the written consent of the other party. Notwithstanding the
above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection
with an assignment by Lessor of its rights under the Lease.
Section 43. Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to
receive Rental Payments under the Lease.
Section 4.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 4.5. Entire Agreement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representarions, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized,
executed and delivered by each of the parties hereto.
z3
3/1&2008:NSQ-ESC.DOGrev.OV05 n~
Section 4.6. Captions. The captions or headings in this Agreement aze for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 4.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
aclmowledge and deliver, or cause to be executed, aclmowledged and delivered, such supplements hereto and such further instruments as
maybe necessary or proper to carry out the intention or to facilitate the perfom~ance of the parties under this Escrow Agreement, and for
better assuring and confirming the rights and benefits provided herein.
Section 4.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of
California.
Section 4.9. Execution in Counteroarts. This Escrow Ageement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same Agreement.
Section 4.10. Waiver of Jury Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect to,
in connection with or arising out of this Escrow Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
za
3/18gA~e NEQ-ESGDOCIr<v O V~5 sJc
EXECUTION PAGE OF ESCROW AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the day and yeaz first written above.
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.,
Lessor
~` .._
C~._.- -. -.... _ _. ,
Name. Donald S. Keough
Title: Vice President
Address: 300 East Joppa Road, 7`~ Floor
Towson, MD 21286
Telephone: 410/307-6648
Facsimile: 410/307-6702
CITY OF SANTA ANA,
Lessee
Name: Francisco Gutierrez
Title: Executive Director of Finance
Address: 20 Civic Center Plaza
Santa Ana., CA 92702
Telephone: 714/647-5422
Facsimile: 714/647-5414
This is counterpart No.S' of~ serially numbered, manually executed counterparts
of this document. To the extent that this Lease Agreement constitutes chattel paper
under the Uniform Commercial Code, a security interest in this Lease Agreement
may be created through the transfer and possession of Counterpart No. 1 only,
without the need to transfer possession of any other original or counterpart or copy
of this Lease Agreement or any original or counterpart or copy of any exhibits,
addenda, schedules, certificates, riders or other documents and instruments executed
and delivered in connection with this Lease Agreement.
.... ~_„ ~ ~ .."i ~lv,
3/7 8/2008: NBQ-ESC.DOGrev.01 /OSstlc
Lease Number: 06544
Equipment Schedule: 01
PAYMENT REQUEST FORM NO.
EXHIBIT A
LOCAL AGENCY INVESTMENT FUND (L.A)1'7, as Escrow Agent under an Escrow Agreement dated as of Mazch 19, 2008
(the "Escrow Agreement") by and among SUNTRUST EQUIPMENT FINANCE & LEASING CORP. , as Lessor, and CITY OF
SANTA ANA, as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as
payee, that the amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such
payee's name and described on the attached page(s). The temis capitalized in this Payment Request Form but not defined herein shall
have the meanings assigned to them in the Escmw Agreement.
Pavee
Amount
Equipment
The Lessee hereby certifies that:
I. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and
acceptance of the Equipment described in this Payment Request Form (a) a manufacturer's or dealer's invoice; and (b) unless this
Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's
Acceptance Certificate relating to the Equipment.
2. The representations and warranties contained in the Lease are tme and correct as of the date hereof.
3. No Non-Appropriation or Event of Default, or event which with the giving of nofice or passage of time or both would
constitute an Event of Default, has occurred.
Dated: , 20_.
CITY OF SANTA ANA,
Lessee
By: ~~Cnr ~_S` ~ ~1
Name: Francisco Gutierrez
Title: Executi e D~ ector of Finance
Dale: ~ /9 0
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.,
Lessor
By:
Name: Donald S. Keough
Title: Vice President
Date:
as
3nvzooa nBpssc~oa.e..oiros.sa~
EXHIBIT G-1
Lease No.: 06544
Equipment Schedule: 01
TO: Rennetta Poncy
Alliant Insurance Services, Inc
1301 Dove St., Suite 200
NPwnnrt• Ftaach , CA 92660- 4- 6
Insert Insurance Agent Name & Address
P one umber and Fax Number
Ph: 949 660-8107 Fx: (949) 756-2713
Gentlemen:
CITY OF SANTA ANA has entered into a Master Lease Agreement dated as of March 19, 2008 with SUNTRUST
EQUIPMENT FINANCE & LEASING CORP.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance
agent named above to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and/or its assigns as Loss Payee.
The Coverage Required is $5,069,000.00.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST EQUIPMENT FINANCE &
LEASING CORP. and/or its assigns as Additional Insured.
The following minimum coverage is required:
Liability: $ 500,000.00 per person
Liability -Bodily Injury: $1,000,000.00 aggregate
Liability -Property Damage: $1,000,000.00 property damage liability
PROPERTY: ENTERPRISE RESOURCES PLANNING SOLUTION (ERP)
(Including software, installation and training)
LOCATION: 20 CIVIC CENTER PLAZA
SANTA ANA, CA 92702
Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST EQUIPMENT
FINANCE & LEASING CORP., 300 East Joppa Road, 7`h Floor, Towson, MD 21286.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
CITY OF SANTA A
NA
,
``
~~
BY: ~ ~~,-d~ ~
Name: Francisco Gutierrez
Title: Executive Director, Finance
Date: March 19, 2008
27
3/19/2008:N6Q-ESC-DOCJrev.01/OS.silc
EXHIBIT G-2
Lease Number: 06544
Equipment Schedule: O1
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of March 19, 2008, made and entered into by and between
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the
"Lessee"), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall
have the meanings assigned to them in the Agreement.
1. Property Insurance.
a. Lessee is self-insured forge or destruction to the Equipment.
Y NO (circle one)
If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self-insurance program is $ 10, 000
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance linuts for property damage
to the Equipment as indica bove.
ES NO (circle one)
If yes, the umbrella po ides coverage for all risk property damage.
ES NO (circle one)
If yes, the dollar linut or property damage to the Equipment under such umbrella policy is $1B
2. Liability Insurance.
a. Lessee is self-uLSUred for liability for injury or death of any person or damage or loss of property arising out of or relating to
the condition or operatio Equipment.
YES NO (circle one)
If yes, the dollar limi liability claims under the Lessee's self-insurance program is $ 1M
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or death of s or damage to property as indicated above.
YES NO (circle one)
If yes, the umbrella policy vides coverage for liabilities for injury and death to persons as well as damage or loss of
property arising out of or o the condition or operation of the Equipment.
YE NO (circle one)
If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 26M
3A. Self Insurance Fund.
a. Lessee maintains aself-in e fund.
YES NO (circle one)
If yes, please complete e following:
Monies in the self-insurance fund a ject to annual appropriation.
YES NO (circle one)
The total amount maintained in t ie self-insurance fund to cover Lessee's self-nisurance liabilities is $5 , 808 ~ 745
b. Amounts paid from the Lessee's self-insura dare subject to limitations for each claim.
YES ~~~ (circle one)
If yes, the dollar amount of limit per claim ~
ze
3/18/2008N6Q-ESCDOC/rev.01/OS.sdc
3B. No Se~Insacrance Fu~ad.
a. If Lessee does not maintain aself-insurance fund, please complete the following:
Lessee obtanis funds to pay claims for which it has self-insured from the following sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4. Autl2ority.
a. The following entity or officer has authority to authorize payment for claim:
Under $5,000 City Manager or City Attorney. Over $5,000 City Council
b. In the event the entity or officer named m the prior response denies payment of a claun, does the claunant have recourse to
another administrative officer ncy or the courts?
YES NO (circle one)
If yes, to whom does the claimant have recourse?
Claimant can file lawsuit in court.
5. Certificates oflnsurance.
Attached hereto are copies of certificates of insm-ance with respect to policies maintained by Lessee.
IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the
Agreement by its duly authorized officer-
CITY OF SANTA ANA,
Lessee
By:
Name: Franciso Gutierrez
Title: Executive Director,Finance
Date: March 19, 2008
Telephone: 714/647-5422
Facsimile: 714-647-5414
Attachment
29
3/ 18/2008 N BQ-HSC. DOGrev.01 /Oisdc
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
ADDENDUM TO EQUIPMENT SCHEDULE NO.O1
TO MASTER LEASE AGREEMENT (LEASE N0.06544)
RELATING TO SELF-INSURANCE
THIS ADDENDUM is made as of March 19, 2008, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the
"Lessor") and CITY OF SANTA ANA (the "Lessee").
Recitals
A. Lessor and Lessee have entered into a Master Lease Agreement dated as of March 19, 2008 (the "Agreement").
B. Lessee desires to lease equipment described in Equipment Schedule No. Ol to the Agreement (the "Equipment") and Lessee has
requested that Lessor lease such Equipment to Lessee.
C. With respect to Equipment Schedule No. O1, Lessee has requested that Lessor permit it to provide self-insurance for liability claims and
property damage.
D. Lessor is willing to grant Lessee's request subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is
hereby agreed as follows:
1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement.
2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as
of the date hereof and that neither aNon-Appropriation nor any Event of Default or event which, with the passage of time or giving of
notice or both, would constitute an Event of Default has occurred under the Agreement.
3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and
affect and are hereby ratified and confirrned by Lessee.
4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to
Master Lease Agreement (the "Questionnaire") are true and correct as of the date hereof.
5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the infom~ation provided therein, agrees that Lessee
may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. Ol through self-
insurance.
6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. O1 to accept self-insurance in
lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems
itself insecure with respect to such self-insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain
insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor.
IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above
written.
CITY OF SANTA ANA,
Lessee
SUNTRUST EQUIPMENT FINANCE
& LEASING CORP.,
Lessor
Cie _'~ .::.~--_. -,
._ 1
~.{ _ _ __.
BY "Z ~~ By: ~._.........~~_:_..____
Name: Francisco Gutierrez Name: Donald S. Keough
Title: Executive D}rector of Finance Title: Vice President
Date: .3~/ ~/Ul _ Date:
,J a X30 =_ j i
3/ 18/2008~.NBQ-ESC.DOC/rev.01lO5. stlc
~~..~~~~
r ~
[PAGE TO BE REPLACED BY UCC FINANCING STATEMENT]
ai
3tl H200%NHQ-ESC OOC/rev 01 /OSSJc
SCHEDULE A TO FINANCING STATEMENT OF
CITY OF SANTA ANA, AS DEBTOR, AND
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., AS SECURED PARTY
Continuation of Collateral Description
The financing statement to which this Schedule A is attached covers the types of property described on the face of such
financing statement and all of the Debtor's right, rifle and interest in and to (collectively, the "Collateral"):
ENTERPRISE RESOURCES PLANNING SOLUTION (ERP)
(Including software, installation and training)
(a) the equipment described in Equipment Schedule No. Ol dated as of Mazch 19, 2008 (the "Equipment Schedule") to the
Master Lease Agreement dated as of Mazch 19, 2008 (the "Agreement," and together with the Equipment Schedule, the "Lease")
between Debtor, as lessee, and Secured Parry, as lessor, as such Lease may be amended, modified or supplemented from time to time
together with all of Debtor's right, title and interest in and to the Equipment Acquisition Fund established in Debtor's name at
LOCAL AGENCY INVESTMENT FUND (LATE) (the "Escrow Agent") pursuant to the Escrow Agreement dated as of March 19,
2008 (the "Escrow Agreement") among Debtor, Secured Party and the Escrow Agent;
(b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch
cazds, data processing software, transaction files, master files and related property and rights (including computer and peripheral
equipment) necessazy or helpful in enforcing, identifying or establishing any item of Collateral; and
(c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds and
products of any or all of the foregoing, whether exisfing on the date hereof or arising hereafter.
vt8noo8 NBQ-FSC.DOChev.01105 stk
DISBURSEMENT AUTHORIZATION
March 19, 2008
SunTrust Equipment Finance & Leasing Corp.
300 East Joppa Road, 7th Floor
Towson, Maryland 21286
Gentlemen:
In connection with Equipment Schedule No. 01 to that certain Master Lease Agreement No. 06544 dated March
19, 2008 executed between SunTrust Equipment Finance & Leasing Corp. and the Lessee identified below, Lessee
hereby directs SunTrust Equipment Finance & Leasing Corp. to wire transfer the monies as follows and to deduct the
documentation fee due to SunTrust Equipment Finance & Leasing Corp. at closing:
Destination Information:
Bank Name Bank of America
Bank ABA Number 0260-0959-3
Account Number 1 431 681 776
Account Name City of Santa Ana
Attention Treasurer
Dollar Value $5 068 400 00
Reference City of Santa Ana -
Documentation Fee:
SunTrust Leasing
Corporation
Dollar Value 5600 00
Reference City of Santa Ana
TOTAL DISBURSEMENTS: ~fi9.000.00
Lessee acknowledges: (a) the Acquisition Cost of the Equipment is being increased by $600.00 to cover the
Documentation Fee ("Fee"), and (b) this Fee will be allocated to the cost of the largest single piece of Equipment under
lease. Lessee warrants that payment to the persons of the amounts described above constitutes full and final payment to
all persons necessary so that the Equipment is fully paid for and shall be owned by Lessee free of all liens and
encumbrances.
CITY OF SANTA ANA,
Lessee
By: ~nS`1SrS a ac 1 ~ ~~ -
Name:'Francisco Gutierrez
Title: Executive Director, Finance & Mgmt Services
Date: p~ h 1 R A n n a -
PAV PROCEEDSf DI58URSEMENT (11/99)
8U88-G information Return for Tax-k7tempc uovernmencat vungaaruna
Form - Under Internal Revenue Code section 149(e) OMB No. 7545-0720
(Rev. November 2000) - See separate Instructions.
Oeparanent or Ne Treasury Caution: If the issue price is under 5700,000, use Form 8038-GC.
Internal Revenue service
Re Orli
n Authorit If Amended Return, check here - ^
' 2 Issuer's empbyer identification number
1 Issuer
s name 95:6000785
City of Santa Ana
3 Number and street (or P.O. box if mail is not delivered to street address) Roomisuite 4 Report number
20 Civic Center Plaza 3
5 City, town, or post offce, slate, and ZIP code 6 Dale of issue
Santa Ana, CA 92702 March 19, 2008
7 Name of issue 8 CUSIP number
Master Lease Agreement No. 06544, Schedule No. 01
9 Name and title of officer or legal representative whom [he IRS may call for more information 10 Teleplwne number of ot6cer a legal representatme
Francisco Gutierrez Executive Director of Finance ( 714 ) 647-5422
n..ae .,r leerrn rrharlc annlirahle hox(esl and enter the issue price) See instructions and attach schedule
11 ^ Education
12 ^ Health and hospital 12
13 ^ Transportation 13
14 ^ Public safety. 14
15 ^ Environment (including sewage bonds) . 15
16 ^ Housing 16
17 ^ Utilities .. 17
18 ®Other. Describe - Enterprise Resources Planning Solution (ERP) 18 5,069,000.01
19 If obligations are TANS or RANs, check box - ^ If obligations are BANS, check box - ^
20 If obli ations are in the form of a lease or installment sale, check box -
n___.:...:-..- „s nr.r...~r:,...~ r',,.n nlorc fnr tha ontira iccue fnr which this form is belnl] filed.
a Finai ma[urit, date
O Y Ib) Issue rice
P ld stated redemption
price at matonty (d) Weightetl
average maturity (e) Yield
awonnaa c 5 069 000.00 S 5 069 000.00 5 years 2.96
Uses of Proceeds of Bond Issue incWatn unoerwrners atscount
22 Proceeds used for accrued interest 22
23 Issue price of entire issue (enter amount from line 27, column (b)) . 23
24 Proceeds used far bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28) . 29
30 Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here . 30 5,069,000.00
Descri lion of Refunded Bonds (Com lete this art onl for refundin bonds.
31 Enter the remaining weighted average maturity of the bonds [o be currently refunded , - NIA years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . - NIA years
33 Enter the last date on which the refunded bonds will be called . . -
34 Enter the date(s) [he refunded bonds were issued -
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 147(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see ins[mctiens) 36a
b Enter the final maturity date of the guaranteed investment contract -
37 Pooled fnancings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the
issuer - and the date of the issue -
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box - ^
39 If the issuer has elected [o pay a penalty in lieu of arbitrage rebate, check box - ^
40 If [he issuer has iden[ifed a hed e, check box - ^
tJntler penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and m Ne best of my knowledge
and belief tftey are true, correct, and complete. FLxx'dI1yyCtt1 SC0 pGutigerrez
Sign - (~ ' ~d~d5ia5~/aityMl~~~¢r or,
Here ' ~,~a ,~ ~1.
signature of Issuer's authariutl representative Date Type a print name and title lridriC:e
For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No. salsas Form 8038-G (Rev. 77-2000)
issozizsros
RESOLUTION NO. 2008-013
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA AUTHORIZING THE EXECUTION OF
CERTAIN LEASE FINANCING DOCUMENTS AND
RELATED INSTRUMENTS AND DETERMINING OTHER
MATTERS IN CONNECTION THEREWITH
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby finds, determines
and declares as follows:
A. The City proposes to finance up to five million, sixty-nine thousand dollars
($5,069,000}, of that certain computer software system which will provide
a comprehensive financial accounting/management system to integrate
City financial responsibilities (the "Equipment").
B. The City has solicited proposals from commercial leasing firms in
connection therewith and determined that SunTrust Equipment Finance &
Leasing Gorp (the "Lessor"}, has provided the proposal most
advantageous to the City, a copy of which is attached hereto (the
"Proposal").
C. It is in the public interest and for the public benefit that the City authorize
and direct execution of a lease agreement with Lessor and certain other
financing documents in connection therewith.
Section 2. The City Council of the City of Santa Ana hereby approves the
terms of the Proposal submitted by Lessor.
Section 3. The City Council of the Ciry of Santa Ana authorizes the City
Manager and Clerk of the Council to execute, acknowledge and deliver:
(a) a lease agreement, by and between SunTrust Equipment Finance &
Leasing Corp, as Lessor, and the City as Lessee (the "Lease Agreement")
the terms of which shall be consistent with the Proposal;
(b} if required, an escrow agreement, by and between the City and SunTrust
Bank as escrow agent, relating to the receipt, investment and
disbursement of moneys paid by the Lessor to the City under the Lease
Agreement.
(c} such other schedules, exhibits, attachments, certificates, or ancillary
documents reasonably related to the Lease Agreement, collectively, the
Resolution No. 200&013
Page 1 of 5
"Financing Documents", necessary to consummate the transaction
contemplated by this resolution.
Section 4. The City Manager or the Executive Director of Finance and
Management Services is hereby appointed as agent for the City of Santa Ana to review,
execute and deliver any and all Financing Documents including but not limited to,
agreements, amendments, applications, invoices, financing statements and payment
requests necessary for the completion of the financing and acquisition of the
Equipment.
Section 5. Pursuant to Section 265(b) of the Internal Revenue Code of 1986,
as amended (the "Code"), City hereby designates the Lease as a "qualified tax-exempt
obligation" for purposes of Section 265 {b)(3) of the Code.
Section 6. This Resolution shall take effect immediately upon its adoption by
the City Council, and the Clerk of the Council shall attest to and certify the vote adopting
this Resolution.
ADOPTED this 3rd day of March, 2008.
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
By. z^ ~>_ ~ ~Le
Laura Sheedy
Assistant City At~ rney
AYES: Councilmembers: Alvarez Benavides. Bustamante, Martinez,
Pulido Sarrniento Tinalero !7)
NOES: Councilmembers: None (0)
ABSTAIN: Councilmembers: None !0)
NOT PRESENT: Councilmembers: None (O)
Resolution No. 2008-013
Page 2 of 5
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the
N 2008-013 to be the original resolution adopted by the City
attached Resolution o.
Council of the City of Santa Ana on March 3.2008.
Date: ~ D .~ ~ ~
CLERK OF THE
Patricia E. Healy
Clerk of the Council
City of Santa Ana
THE
A FULL, TRUE~& CORRECT CORY OF
THE ORIGINAL ON FILE IN TH 15 OFFICE.
^ THE ORIGINAL ON FILE IN"Y,,,
AHA
Resolution No. 2008-013
Page 3 of 5
Page intentionally left blank
Resolution No. 2008-013
Page 4 of 5
Proposal for Lease-Purchase Financing
LESSEE City of Santa Ana, a charter city and municipal
corporation organized and existing under the
Constitution and laws of the State of California
LESSOR SunTrust Leasing Corporation
TYPE OF FINANCING Master Lease Agreement. Said Agreement
shall be net lease arrangement whereby
Lessee is responsible for all costs of operation,
maintenance, insurance and taxes.
MAXIMUM AMOUNT LEASED $5,069,000.00
MAXIMUM INTEREST RATE 2.96%
MAXIMUM TERM 5 Years
PAYMENT TERMS Semi-Annual payment of $549,070.63
LEGAL TITLE Title to the software will be in the name of
Lessee. Lessor wilt be granted a security
interest or lien on alt collateral being financed.
Resolution No. 2008-013
Page 5 of 5
MAYOR
Miguel A. Pulido
MAYOR PRO TEM
Claudia C. Alvarez
COUNCIL MEM8ER5
P. David Benavides
Carlos Bustamante
Michele Martinez
Vincent F. Sarmiento
Sal Tinajero
Mazch 18, 2008
CITY OF SANTA ANA
OFFICE OF THE CITY ATTORNEY
20 CIVIC CENTER PLAZA M-29 • P.O. BOX 1988
SANTA ANA, CALIFORNIA 92702
(714) 647-5207 • Fax (714) 647-6515
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
300 East Joppa Road, 7~' Floor
Towson, Mazyland 21286
Re: Master Lease Agreement March 14, 2008 by and between
SUNTRUST EQUIPMENT FINANCE AND LEASING CORP. and
CITY OF SANTA ANA
Ladies and Gentlemen:
CITY MANAGER
David N. Ream
CITY ATTORNEY
Joseph W. Fletcher
CLERK OF THE COUNCIL
Patricia E. Healy
As City Attorney of the City of Santa Ana (the "Lessee"), I have examined the duly executed
original Master Lease Agreement and Equipment Schedule No. O1, dated March 3, 2008, (the
"Lease") by and between SunTrust Equipment Financing and Leasing Corp. (the "Lessor") and
the Lessee and the proceedings taken by the governing body of the Lessee to authorize the
execution and delivery of the Agreement on behalf or the Lessee. Based upon the examination
of these documents it is my opinion that:
1. Lessee is a municipal corporation and charter city duly organized and legally existing
under the Constitution and laws of the State of California (the "State") within the
meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended.
2. Lessee is authorized and has the power under applicable law to enter into the Lease, and
to carryout its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee,
and is a legal, valid and binding obligation of Lessee enforceable in accordance with its
terms, except as enforcement thereof maybe limited by bankruptcy, insolvency and other
similar laws affecting the enforcement if creditors' rights generally and by general
equitable principles.
4. The authorization and execution of the Lease and all other proceedings of Lessee relating
to the transactions contemplated thereby have been performed in accordance with all
applicable open meeting, public records, public bidding and all other laws, rules and
regulations of the State.
C 5 Bi0
Suntrust Equipment Finance & Leasing Corp.
Page 2
March 18, 2008
5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments
coming due thereunder do not and will not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or amount of indebtedness
which may be incurred by Lessee.
6. There is no litigation, action, suit or proceeding pending or before any court,
administrative agency, azbitrator or governmental body that challenges the organization
or existence of Lessee, the authority of Lessee or its officers or its employees to enter into
the Lease, the proper authorization and/or execution of the Lease or the documents
contemplated thereby, the appropriation of moneys to make Rental Payments under the
Lease for the current Fiscal Yeaz of Lessee, or the ability of Lessee otherwise to perform
its obligations under the Lease and the transactions contemplated thereby. To the best of
my knowledge, no such litigation, action, suit or proceeding is threatened.
7. The Equipment is personal property, and when used by Lessee will not be or become
fixtures under the laws of the State.
8. Resolution No. 2008-013 of the Santa Ana City Council was duly and validly adopted by
such body on March 3, 2008 and such resolution has not been amended, modified,
supplemented or repealed and remains in full force and effect.
This opinion maybe relied upon by the addressee hereof and its successors and assignees of
interests in the Lease, but only with regard to matters specifically set forth herein.
J~
Ramirez, Teresa
Page 1 of 2
From: G. Craig Hill [craig@nhainc.net]
Sent: Tuesday, March 18, 2008 9:20 AM
To: Ramirez, Teresa
Subject: FW: STEFL "City of Santa Ana, CA" Lease Documentation #001
Importance: High
Attachments: Cover Ietter.DOC; NBQ-LAIF Agency escrow.doc; f8038g.pdf; Paypro.doc
Per our conversation earlier. Please call my cell phone if you have any questions.
Craig Hil!
Northcross, Hill & Ach
Financial Advisors to Public Agencies
999 5th Avenue, Suite 560
San Rafael, CA 94901
Tel: 415.506.3400
Fax 415.506.3401
Cell: 415.518.4130
Email: Craig@nhainc net
From: Donham.Ericka [mailto:Ericka.Donham@SunTrust.com]
Sent: Tuesday, March 18, 2008 8:37 AM
To: G. Craig Hill
Cc: Holman.Lance
Subject: STEFL "City of Santa Ana, CA" Lease Documentation #001
Importance: High
Mr. Hill-
Attached please find a full set of documents for execution in conjunction with the financing of the Equipment for the ERP
System. Please print the attached documents, have executed and then return as instructed in the cover letter attached
hereto.
**PLEASE FILL IN THE WIRE INFORMATION FOR THE CITY OF SANTA ANA ON THE
DISBURSEMENT AUTORIZATION/PAY PROCEEDS LETTER
In order to prevent a possible rate change, please return the attached documents by overni¢ht mail (i a Federal
Ex7i ress U~ for the earliest deliver available on or before the morning of Wednesday March 19. 2008 to my
attention at the address below
Please contact me at 410/307-6730 with any questions or comments.
Thank you,
Ericka Donham
Portfolio Manager
SunTrust Equipment Finance & Leasing Corp.
300 E. Joppa Road, 7th Floor
Towson, MD 21286
Phone: 410-307-6730
3/18/2008
Page 2 of 2
Fax: 410-307-6668
LEGAL DISCLAIMER
The information transmitted is intended solely for the individual or entity to which it is addressed and may
contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of or
taking action in reliance upon this information by persons or entities other than the intended recipient is
prohibited. If you have received this email in error please contact the sender and delete the material from any
computer.
SunTrust and Seeing beyond money are federally registered service marks of SunTrust Banks, Inc.
[ST:XCL]
3/18/2008